Release and Indemnity Agreement

Second Chance Toys Inc., a corporation incorporated in the State of New Jersey (the “Corporation”), is engaged in a Program (the “Program”) called Second Chance Toys which collects plastic toys and other toys (the “Toys”) and donates them to organizations who distribute the Toys to or for the use of children or others, and the undersigned desires to participate in the Program.  In consideration of the Corporation providing the Toys to the undersigned and for other good and valuable consideration, receipt of which is acknowledged, the undersigned agrees as follows:

            1.            The undersigned on its own behalf and on behalf of its officers, directors, shareholders, members, employees, agents and partners and each of their respective heirs, legal representatives, successors and assigns (collectively the “Releasors”) hereby releases and discharges the Corporation and its officers, directors, shareholders, employees, agents and all other individuals and entities participating in or cooperating with the Corporation in the Program and each of their respective heirs, legal representatives, successors and assigns (collectively the “Releasees”) from (a) any claims any of the Releasors may or could now or hereafter have against any of the Releasees which in any manner arise or result from the undersigned’s participation in the Program and (b) any damages, liability, loss, penalties, costs and expenses of any kind (including reasonable legal fees and litigation costs) incurred or sustained by any of the Releasors as a result of or in connection with any such claims.

            2.            The undersigned hereby indemnifies and holds harmless each of the Releasees from and against (a) any claims which may or could now or hereafter be made against any of the Releasees by any individuals or entities who at any time or times receive, distribute and/or use any of the Toys provided to or for the undersigned and (b) any damages, liability, loss, penalties, costs and expenses of any kind (including reasonable legal fees and litigation costs) incurred or sustained by any of the Releasees as a result of or in connection with any such claims.

            3.            This Agreement has been duly authorized by all necessary action on the part of the undersigned and constitutes a valid and legally binding obligation of the undersigned.  This Agreement shall be binding upon the undersigned and its heirs, successors, assigns and legal representatives.